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Broker-Dealer And Agent Registration Instructions Form. This is a Tennessee form and can be use in Blue Sky Secretary Of State.
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Tags: Broker-Dealer And Agent Registration Instructions, BD-REG, Tennessee Secretary Of State, Blue Sky
STATE OF TENNESSEE
DEPARTMENT OF COMMERCE AND INSURANCE
SECURITIES DIVISION
500 JAMES ROBERTSON PARKWAY, SUITE 680
NASHVILLE, TENNESSEE 37243
615-741-2947
BROKER-DEALER AND AGENT REGISTRATION INSTRUCTIONS
[Revised November 19, 2003]
I. REGISTRATION OF BROKER-DEALERS
A. NASD MEMBERS:
1. Submit Form BD electronically through Web CRD by designating the Tennessee
jurisdiction box in Item 2 of Form BD.
2. Submit a broker-dealer registration filing fee of $200.00 for Tennessee through Web CRD.
3. Please call the NASD Gateway Call Center at (301) 590-6500 or (301) 869-6699 with any
questions about Web CRD filing procedures for Form BD & NASD required exhibits such
as fingerprint cards, court documents, entitlement forms and Web CRD check deposits.
4. Financial Statements - Submit either a., b., or c. directly to the Tennessee Securities
Division at the address noted in instruction A12 below:
a. Certified audited financial statements as of a date not more than 90 days prior to the
filing of your application
b. Most recent annual report filed pursuant to Rule 17a-5 of the Securities Exchange Act of
1934, plus all subsequent quarterly FOCUS Reports filed since date of annual report.
c. If applicant is a company that has not yet had an audit performed pursuant to its
first fiscal year of existence, it may, in lieu of complying with subpart 4a herein,
submit an unaudited balance sheet and income statement as of a date not more
than 30 days prior to the date of submission certified by an executive officer of
the company and a Designation of Accountant (sample format attached).
d. Net Capital Requirements for NASD Members and Exchange Members:
(1)
All broker-dealers who are members of the NASD or a national exchange, or are
registered with the SEC shall have and maintain net capital in such minimum
amounts as are prescribed for their activities under Rule 15c3-1 promulgated
under the 1934 Act.
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(2)
The aggregate indebtedness of each broker-dealer described in Item 1. to all
other persons shall not exceed the levels prescribed under Rule 15c3-1
promulgated under the 1934 Act.
(3)
For purposes of this subparagraph, the term “net capital” shall have the same
meaning as in Rule 15c3-1 promulgated under the 1934 Act.
5. Identify by full name and CRD number the initial agents for whom the broker-dealer has
submitted applications for agent registration in Tennessee if such individuals do not
appear on the broker-dealer’s Form BD Schedule A or B. The registration of a firm as a
broker-dealer in Tennessee does not result in the registration as an agent of any partner,
officer, director, or any person occupying a similar status with the firm. A partner, officer,
director, or a person occupying a similar status with a registered broker-dealer must
register individually as an agent if he desires to act as an agent from, in, or into Tennessee
or if he receives compensation specifically related to purchases or sales of securities from,
in or into Tennessee.
6. Evidence of a passing score on an appropriate principal’s examination taken by the
executive officers or principals of the broker-dealer. If the managing principals do not
appear on Form BD Schedule A or B, identify by full name and CRD number the relevant
general principals, finance and operational principals, municipal principals, option
principals, government securities principals and other managing principals.
7. If the broker-dealer indicates the business types TAP, TAS or PLA in Form BD Items
12T or 12W, provide a sample offering document for the type of securities which may be
offered by the broker-dealer to residents of Tennessee.
8. If the broker-dealer answers “Yes” to Form BD Items 7, 8 or 9 in Web CRD and discloses a
broker-dealer in Section IV of Schedule D, enter the CRD number of the disclosed brokerdealer in Section IV of Schedule D.
9. Clear all outstanding Form BD deficiencies if any are posted in Web CRD at the time the
broker-dealer applies in Tennessee.
10. Clear all outstanding Disclosure Deficiency or Inquiry letters in Web CRD, if any are posted
at the time the broker-dealer applies in Tennessee, for all individuals who appear on the
broker-dealer’s Form BD Schedule A or B.
11. The Securities Division will review publicly available information relating to the brokerdealer in conjunction with the broker-dealer’s filing for registration in Tennessee. To
hasten this review, broker-dealers may provide their internet website address, if any.
12. The information required in Items A4, A5, A6, A7 and A11 above may be submitted in
paper format directly to the Tennessee Securities Division at the following address:
Tennessee Securities Division
Broker-Dealer Section
500 James Robertson Parkway, Suite 680
Nashville, TN 37243-0583
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B. OTHER BROKER-DEALERS:
1. Submit a complete Form BD, fee, and financials to the Tennessee Department of
Commerce & Insurance, Securities Division, Broker-dealer Section, Suite 680, 500 James
Robertson Parkway, Nashville, TN 37243-0583.
2. Submit a filing fee of $200.00. Checks should be made payable to the Tennessee
Department of Commerce and Insurance.
3. Financial Statement - Submit either a., b., or c.:
a. Certified audited financial statement as of a date not more than 90 days prior to the
filing of the broker-dealer’s application.
b. Most recent annual report filed pursuant to Rule 17a-5 of the Securities Exchange Act of
1934, plus all subsequent quarterly FOCUS Reports.
c. If applicant is a company that has not yet had an audit performed pursuant to its first
fiscal year of existence, it may, in lieu of complying with Item A, submit an unaudited
balance sheet certified by an executive officer of the company and accompanied by a
Designation of Accountant form (enclosed).
4. Net Capital Requirements for Non-NASD Broker-dealers and Non-exchange Members:
a. Each broker-dealer shall have and maintain a minimum net capital of $25,000. If such
broker-dealer has a net capital of less than $l00,000, it shall post a surety bond of
$l0,000.
b. For purposes of this subparagraph, net capital shall be defined as total assets less total
liabilities (net worth) as computed in accordance with generally accepted accounting
principles consistently applied.
5. Evidence of a passing score on an appropriate principal’s examination taken by the
executive officers or principals of the broker-dealer.
II. SURETY BONDS
A. NASD and exchange members are not required to post a surety bond.
B. All non-NASD and non-exchange member broker-dealers whose net worth is
$l00,000 or greater are not required to post a surety bond.
C. All non-NASD and non-exchange member broker-dealers whose net worth is $25,000
to $99,999 are required to post a surety bond.
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III. CLEARING BROKER-DEALERS
The clearing broker-dealer that an applying broker-dealer uses for conducting securities
transactions with residents of Tennessee must be registered as a broker-dealer in Tennessee
in order for the applying broker-dealer to be eligible for registration in Tennessee.
IV. REGISTRATION OF AGENTS
A. NASD MEMBERS:
1. Submit Form U4 electronically through Web CRD by designating the Tennessee jurisdiction
box in Item 5 of Form U4.
2. Submit an agent registration filing fee of $50.00 for Tennessee through Web CRD.
B. NON-NASD MEMBERS:
1. Submit a complete Form U-4 application to the Tennessee Department of Commerce &
Insurance, Securities Division, Broker-dealer Section, Suite 680, 500 James Robertson
Parkway, Nashville, TN 37243-0583.
2. Submit a filing fee of $50.00. Make check payable to the Tennessee Department of
Commerce and Insurance.
3. Non-NASD members must submit proof of passing the Uniform Securities Agent State Law
Examination (Series 63) or the Uniform Combined State Law Examination (Series 66) and
an appropriate NASD, NYSE, or SEC securities examination.
V. FORMS
A. NASD Members may obtain the following forms from NASD in Gaithersburg, MD:
1. Form BD:
Uniform Application for Broker-Dealer Registration
2. Form BDW: Uniform Request for Broker-Dealer Withdrawal
3. Form U4:
Uniform Application for Securities Industry Registration or Transfer
4. Form U5:
Uniform Termination Notice for Securities Industry Registration
B. Non-NASD members may obtain the forms listed above from NASD at:
http://www.nasdr.com/forms.htm or from NASD MediaSource at 301-590-6142.
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VI. NOTICES
While these instructions were prepared by the Tennessee Securities Division and were drawn
from the Tennessee Securities Act of l980 and the Tennessee Securities Rules promulgated
under the Act, these instructions do not pre-empt, supersede, or replace the Act and Rules as
adopted. These instructions may be amended at any time and are intended to be used solely
as a guide for broker-dealer and agent registration in Tennessee. The Tennessee Securities
Division is not bound by any electronic copy or alteration of this document by other parties.
Please direct any questions regarding broker-dealer or agent registration to the Tennessee
Securities Division, Broker-dealer Section at 800-863-9117 (toll free), 615-741-3187 (phone),
615-532-8375 (fax), or Securities.2@state.tn.us (e-mail). Please visit the Division's website at
http://www.state.tn.us/commerce/securities/index.html.
The Tennessee Securities Act of l980 (Tennessee Code 48-2-101 et seq.) may be viewed at
http://www.lexislawpublishing.com/resources or obtained from the Tennessee Securities
Division, upon request.
The Tennessee Securities Rules may be viewed at http://www.state.tn.us/sos/rules/rules.htm
(Chapter 0780-4) or obtained from the Tennessee Securities Division, upon request.
The Tennessee Securities Act and Rules are also available in the Commerce Clearing House
Blue Sky Law Reporter.
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DESIGNATION OF ACCOUNTANT
1) Broker-dealer
Name: _____________________________________________________________
Address: ___________________________________________________________
Telephone Number: ___________________________________________________
SEC Registration Number: _____________________________________________
2) Accounting Firm
Name: _____________________________________________________________
Address: ___________________________________________________________
Telephone Number: ___________________________________________________
3) Audit date covered by the agreement: ____________________________________
(month / day / year)
4) The contractual commitment to conduct the broker's or dealer's annual audit:
( ) is for the annual audit for the fiscal year ending __________________________.
( ) is of a continuing nature, providing for successive yearly audits.
•
If this commitment is not of a continuing nature, it will be necessary to file
this form each successive year.
Accountant's Signature: __________________________________________________
Print Accountant’s Name _________________________________________________
Title: _________________________________________________________________
Date: _________________________________________________________________
IN-1493
RDA 897
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STATE OF TENNESSEE
DEPARTMENT OF COMMERCE AND INSURANCE
SECURITIES DIVISION
500 JAMES ROBERTSON PARKWAY, SUITE 680
NASHVILLE, TENNESSEE 37243
615-741-2947
PROFESSIONAL PRIVILEGE TAX
Pursuant to Tennessee Code Annotated 67-4-1701 et seq., certain licensed and/or
registered professionals, including BROKER-DEALERS, BROKER-DEALER
AGENTS, and INVESTMENT ADVISERS, are subject to an annual $400.00
Professional Privilege Tax. This tax is in addition to any registration or renewal
fees under the Tennessee Securities Act of 1980, and is collected separately by
the Tennessee Department of Revenue.
The Professional Privilege Tax is due on June 1 of each year. Tax returns will be
mailed by the Tennessee Department of Revenue to each registered BROKERDEALER, BROKER-DEALER AGENT, and INVESTMENT ADVISER prior to June 1
of each year.
DO NOT SEND PROFESSIONAL PRIVILEGE TAX RETURNS OR PAYMENTS TO
THE TENNESSEE SECURITIES DIVISION OR THE NASAA/NASD CENTRAL
REGISTRATION DEPOSITORY.
You may contact the Tennessee Department of Revenue at the following address
and telephone numbers for further information regarding the Professional
Privilege Tax:
Tennessee Department of Revenue
500 Deaderick Street
Andrew Jackson Building
Nashville, Tennessee 37242
INSIDE TENNESSEE:
800-342-1003
OUTSIDE TENNESSEE: 615-253-0600
E-MAIL:
TN.Revenue@state.tn.us
WEBSITE: http://www.state.tn.us/revenue/
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